FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

For the quarterly period ended March 31, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934.

For the transition period from
Commission file number 001-14093

                              YOUNG & RUBICAM INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                         13-1493710
             --------                                         ----------
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification No.)

 285 Madison Avenue, New York, New York                          10017
 --------------------------------------                          -----
(Address of principal executive offices)                        (Zip Code)

                                 (212) 210-3000
              (Registrant's telephone number, including area code)

Indicate by checkmark whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X]. No [ ].


The number of shares  outstanding of the  Registrant's  Common Stock,  $0.01 par
value, as of May 1, 2000 was 72,170,992.


<PAGE>

                  YOUNG & RUBICAM INC. AND SUBSIDIARY COMPANIES

                                    FORM 10-Q

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION                                                                        PAGE NO.
<S>                                                                                                      <C>
   Item 1.     Financial Statements

                  Consolidated Condensed Statements of Operations for the
                  Three Months Ended March 31, 2000 and 1999                                               2

                  Consolidated Condensed Balance Sheets as of
                  March 31, 2000 and December 31, 1999                                                     3

                  Consolidated Condensed Statements of Cash Flows for the
                  Three Months Ended March 31, 2000 and 1999                                               4

                  Notes to Consolidated Condensed Financial Statements                                   5 - 7

   Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                                      8 - 10

   Item 3.     Quantitative and Qualitative Disclosures About Market Risk                                 11

PART II: OTHER INFORMATION

   Item 6.     Exhibits and Reports on Form 8-K                                                           12

SIGNATURES                                                                                                13

EXHIBIT INDEX                                                                                             14

</TABLE>

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This  document,  information  included in future filings by Young & Rubicam Inc.
("Y&R") with the United States  Securities and Exchange  Commission (the "SEC"),
and  information  contained  in  written  materials,  press  releases  and  oral
statements  issued by or on behalf of Y&R contain,  or may  contain,  statements
that constitute  "forward-looking  statements" within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended.  These statements include statements regarding
the intent,  belief or current  expectations  of Y&R or its officers  (including
statements preceded by, followed by or that include forward-looking  terminology
such  as  "may,"  "will,"  "should,"   "believes,"   "expects,"   "anticipates,"
"estimates,"  "continues"  or similar  expressions  or  comparable  terminology,
including  the  negative  thereof)  with  respect  to  various  matters.   These
forward-looking  statements include  statements in the "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations"  section of this
document  relating to our  performance.  It is important to note that our actual
results could differ materially from those anticipated in these  forward-looking
statements  depending on, among other important  factors,  (i) revenues received
from clients,  including under incentive compensation  arrangements entered into
by us with certain clients,  (ii) gains or losses of clients and client business
and projects, as well as changes in the marketing and communications  budgets of
clients,  (iii) our ability to successfully  integrate  companies and businesses
that we acquire,  (iv) the overall  level of economic  activity in the principal
markets in which we conduct  business and other trends  affecting  our financial
condition  or  results  of  operations,  (v) the  impact of  competition  in the
marketing  and  communications  industry and (vi) our  liquidity  and  financing
plans. All forward-looking  statements in this document are based on information
available  to us on  the  date  hereof.  We  do  not  undertake  to  update  any
forward-looking  statements  that  may be made by or on  behalf  of us,  in this
document or otherwise.


<PAGE>

YOUNG & RUBICAM INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                -----------------------------------
  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)                                   2000               1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                <C>
Revenues                                                                        $    448,282        $   383,873
Compensation expense, including employee benefits                                    272,402            235,018
General and administrative expenses                                                  131,616            114,297
                                                                                -----------------------------------
Operating expenses                                                                   404,018            349,315
                                                                                -----------------------------------
Operating profit                                                                      44,264             34,558

Interest expense, net                                                                 (3,149)            (1,646)
Other income                                                                          10,796                  -
                                                                                -----------------------------------
Income before income taxes                                                            51,911             32,912
Income tax provision                                                                  20,764             13,494
                                                                                -----------------------------------
                                                                                      31,147             19,418

Equity in net income (loss) of unconsolidated affiliates                                 727                (16)
Minority interest in net (income) loss of consolidated companies                        (282)               299
                                                                                -----------------------------------
Net income                                                                      $     31,592        $    19,701
                                                                                ===================================

Earnings per share:
   Basic                                                                        $       0.43        $      0.30
                                                                                ===================================
   Diluted                                                                      $       0.38        $      0.24
                                                                                ===================================

Weighted average shares outstanding:
    Basic                                                                         72,790,225         66,324,420
                                                                                ===================================
    Diluted                                                                       86,446,025         81,892,192
                                                                                ===================================
</TABLE>







   The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>

Young & Rubicam Inc. and Subsidiary Companies
Consolidated Condensed Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                               MARCH 31,   DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)                                               2000         1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents                                                                $   126,222    $   144,517
   Accounts receivable, net of allowance for doubtful accounts of $21,492 and
     $25,012 at March 31, 2000 and December 31, 1999, respectively                            1,003,773      1,031,445
   Costs billable to clients                                                                    100,962         76,982
   Other receivables                                                                             47,675         43,138
   Deferred income taxes                                                                         50,302         50,302
   Prepaid expenses and other current assets                                                     31,778         27,803
                                                                                            -----------    -----------
        Total Current Assets                                                                  1,360,712      1,374,187
                                                                                            -----------    -----------

NONCURRENT ASSETS
   Property,  leasehold  improvements  and equipment at cost, net of accumulated
     depreciation  and amortization of $252,865 and $248,112 at March 31, 2000 and
     December 31, 1999, respectively                                                            195,485        194,569
   Deferred income taxes                                                                        113,659         34,875
   Intangibles,  net of accumulated amortization of $91,936 and $91,285 at March
     31, 2000 and December 31, 1999, respectively                                               383,598        353,860
   Equity in net assets of and advances to unconsolidated affiliates                             34,408         36,001
   Investments in equity securities                                                             200,856        366,590
   Other noncurrent assets                                                                       46,901         54,199
                                                                                            -----------    -----------
        Total Assets                                                                        $ 2,335,619    $ 2,414,281
                                                                                            ===========    ===========

CURRENT LIABILITIES
   Accounts payable                                                                         $ 1,146,660    $ 1,206,385
   Accrued expenses and other current liabilities                                               197,667        226,006
   Accrued payroll and bonuses                                                                   48,151         78,531
   Advance billings                                                                             134,752        132,130
   Accrued taxes on income                                                                       23,925         24,844
   Short-term debt                                                                               32,358         31,710
                                                                                            -----------    -----------
        Total Current Liabilities                                                             1,583,513      1,699,606
                                                                                            -----------    -----------

NONCURRENT LIABILITIES
   Long-term debt                                                                               347,858        127,568
   Deferred compensation                                                                         30,715         31,328
   Other noncurrent liabilities                                                                 110,320        117,405

Minority Interests                                                                               14,123         14,194
Commitments and Contingencies
                                                                                            -----------    -----------

STOCKHOLDERS' EQUITY

   Money Market Preferred Stock - cumulative variable dividend; liquidating value of $115
     per share; one-tenth of one vote per share; authorized - 50,000 shares; issued and
     outstanding - 87 shares                                                                        --              --
   Cumulative  Participating  Junior  Preferred  Stock - minimum $1.00 dividend;
     liquidating  value of $1.00 per share, 100 votes per share, authorized - 2,500,000
     shares; issued and outstanding - 0 shares                                                      --              --
   Common stock - par value $.01 per share; authorized - 250,000,000
     shares;  issued  and  outstanding - 72,189,892 shares and 72,950,004
     shares at March 31, 2000 and December 31, 1999, respectively (excluding
     1,162,816 shares and 2,471 shares in treasury)                                                 734            730
Capital  surplus                                                                                899,404        908,969
Accumulated  deficit                                                                           (566,676)      (596,470)
Net  unrealized  appreciation in equity securities                                               13,440        144,977
Cumulative  translation  adjustment                                                             (39,386)       (33,092)
Pension liability adjustment                                                                       (817)          (817)
                                                                                            -----------    -----------
                                                                                                306,699        424,297

   Common stock in treasury, at cost                                                            (57,609)          (117)
                                                                                            -----------    -----------
        Total Stockholders' Equity                                                              249,090        424,180
                                                                                            -----------    -----------
        Total Liabilities and Stockholders' Equity                                          $ 2,335,619    $ 2,414,281
                                                                                            ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

YOUNG & RUBICAM INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        THREE MONTHS ENDED MARCH 31,
                                                                                                        ----------------------------
(IN THOUSANDS)                                                                                                2000          1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                                               $  31,592    $  19,701
Adjustments to reconcile net income to net cash used in operating activities:
   Depreciation and amortization                                                                               20,740       15,769
   Other income                                                                                               (10,796)          --
   Deferred income tax expense                                                                                 15,801        8,280
   Equity in net (income) loss of unconsolidated affiliates                                                      (727)          16
   Dividends from unconsolidated affiliates                                                                       176          905
   Minority interest in net income (loss) of consolidated companies                                               282         (299)
Change in assets and liabilities, excluding effects from acquisitions, dispositions and foreign exchange:
   Accounts receivable                                                                                         13,845      (29,034)
   Costs billable to clients                                                                                  (20,140)      (9,306)
   Other receivables                                                                                           (6,802)      (9,527)
   Prepaid expenses and other assets                                                                           (3,644)      (5,895)
   Accounts payable                                                                                           (63,463)     (58,743)
   Accrued expenses and other current liabilities                                                             (32,037)     (18,868)
   Accrued payroll and bonuses                                                                                (25,620)     (26,616)
   Advance billings                                                                                             2,622      (11,016)
   Accrued taxes on income                                                                                       (486)       1,167
   Deferred compensation                                                                                         (298)         355
   Other                                                                                                        5,559       (1,359)
                                                                                                            ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES                                                                       $ (84,514)   $(124,470)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, leasehold improvements and equipment                                              $ (15,448)   $ (14,788)
   Acquisitions, net of cash acquired                                                                         (37,633)      (8,669)
   Investments in equity securities                                                                           (25,217)      (1,912)
   Proceeds from investing activities                                                                           4,054          322
                                                                                                            ---------    ---------
NET CASH USED IN INVESTING ACTIVITIES                                                                       $ (74,244)   $ (25,047)
                                                                                                            ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from convertible subordinated notes                                                         $ 282,469    $      --
   Proceeds from other long-term debt                                                                           6,469      126,036
   Repayments of long-term debt                                                                               (73,917)      (5,256)
   Net proceeds from short-term debt                                                                           17,537       10,992
   Common stock issued                                                                                          3,177        1,134
   Purchase of treasury shares                                                                                (87,180)     (42,403)
   Dividends paid                                                                                              (1,797)          --
   Payment of deferred compensation                                                                            (3,456)          --
   Other financing activities                                                                                    (256)         (59)
                                                                                                            ---------    ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                                   $ 143,046    $  90,444
                                                                                                            ---------    ---------

Effect of exchange rate changes on cash and cash equivalents                                                   (2,583)         144

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                     (18,295)     (58,929)
Cash and cash equivalents, beginning of period                                                                144,517      122,138
                                                                                                            ---------    ---------
Cash and cash equivalents, end of period                                                                    $ 126,222    $  63,209
                                                                                                            =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                                                                               $     822    $   2,939
                                                                                                            =========    =========
Income taxes paid                                                                                           $   5,051    $   4,960
                                                                                                            =========    =========
NONCASH INVESTING ACTIVITY:
Common stock issued in acquisitions                                                                         $   2,310    $      --
                                                                                                            =========    =========
</TABLE>




   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


YOUNG & RUBICAM INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

BUSINESS:  Young & Rubicam Inc. ("Y&R") is a global marketing and communications
company which offers clients integrated  services in the creation and production
of  advertising,  strategic  media  planning and buying,  direct  marketing  and
customer  relationship  management,  perception management and public relations,
branding  consultancy and design services,  and healthcare  communications.  Y&R
operates  through  wholly owned  subsidiaries,  joint  ventures  and  non-equity
affiliations  worldwide.  Operations cover the major geographic regions of North
America, Europe, Latin America, the Far East, Australia, New Zealand, the Middle
East and Africa.

CONSOLIDATION:  The  accompanying  unaudited  consolidated  condensed  financial
statements of Y&R have been prepared  pursuant to the rules and  regulations  of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and regulations.  These unaudited  consolidated condensed
financial statements should be read in conjunction with the audited consolidated
financial  statements and notes thereto  included in Y&R's Annual Report on Form
10-K for the year ended  December 31, 1999.  In the opinion of  management,  the
accompanying financial statements reflect all adjustments, which are of a normal
recurring  nature,  necessary  for a fair  presentation  of the  results for the
periods presented.  Certain reclassifications have been made to the prior year's
financial statements to conform to the 2000 presentation.

The results of operations for the interim periods  presented are not necessarily
indicative of the results expected for the full year.

USE OF ESTIMATES:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


NOTE 2 - EARNINGS PER SHARE

Basic  earnings per share are  calculated by dividing net income by the weighted
average shares of common stock  outstanding  during the three months ended March
31, 2000 and 1999.  Diluted  earnings per share for the three months ended March
31, 2000 and 1999 are calculated as net income  adjusted for after-tax  interest
expense on our 3%  Convertible  Subordinated  Notes divided by weighted  average
shares of common stock  outstanding,  adjusted for the dilutive  effect of stock
options,   primarily  stock  options  granted  to  employees  under  stock-based
compensation   plans,   convertible   subordinated   notes  and  other  dilutive
securities.

Shares used in computing basic and diluted earnings per share were as follows:

<TABLE>
<CAPTION>
                                                                                                     THREE MONTHS ENDED MARCH 31,
                                                                                                   ---------------------------------
                                                                                                        2000             1999
-------------------------------------------------------------------------------------------------- ---------------- ----------------
<S>                                                                                                  <C>              <C>
Basic - weighted average shares                                                                      72,790,225       66,324,420
Dilutive effect of stock options                                                                     10,567,001       15,567,772
Dilutive effect of convertible subordinated notes                                                     3,088,799                -
-------------------------------------------------------------------------------------------------- ---------------- ----------------
Diluted - weighted average shares                                                                    86,446,025       81,892,192
================================================================================================== ================ ================
</TABLE>


                                       5
<PAGE>

NOTE 3 - Comprehensive Income

The  following  table  sets  forth  total  comprehensive  income  (loss) and its
components:

<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS ENDED MARCH 31,
                                                                                                    --------------------------------
(IN THOUSANDS)                                                                                           2000             1999
--------------------------------------------------------------------------------------------------- ---------------- ---------------
<S>                                                                                                  <C>             <C>
Net income                                                                                           $     31,592    $       19,701
Unrealized depreciation in equity securities:
     Unrealized depreciation arising during period                                                       (130,383)                --
     Less: Reclassification adjustment for gains included in net income                                    (1,154)                --
                                                                                                    ---------------- ---------------
     Net unrealized depreciation in equity securities                                                    (131,537)                --
Foreign currency translation adjustments                                                                   (6,294)           (7,214)
--------------------------------------------------------------------------------------------------- ---------------- ---------------
Total comprehensive (loss) income                                                                    $   (106,239)    $      12,487
=================================================================================================== ================ ===============
</TABLE>


NOTE 4 - INVESTMENTS IN EQUITY SECURITIES

At March 31, 2000, all equity  securities  covered under  Statement of Financial
Accounting   Standards   No.   115  ("SFAS  No.   115")   were   designated   as
available-for-sale.  Such equity  securities  at March 31, 2000 had an aggregate
cost basis of $122.1 million.  These  securities are carried at their fair value
of $144.1 million and are included in  investments  in equity  securities on the
balance  sheet.  Differences  between  cost and fair value of $22.0  million are
carried net of $8.6  million of related  income tax as a separate  component  of
stockholders'   equity  under  the  balance   sheet   caption  "Net   unrealized
appreciation in equity securities."

In January 2000, Y&R contributed cash and certain assets and rights known as Y&R
TeamSpace, a proprietary software tool, to eMotion Inc. ("eMotion"), a firm that
provides  digital  media  management  solutions  that  facilitate  the  creative
workflow,  sale, distribution and management of media rich broadband content, in
exchange for an ownership interest in eMotion. The equity securities received in
connection  with this  transaction are carried on the balance sheet at net cost,
as readily  determinable  fair values are not available.  At March 31, 2000, the
carrying  value of this cost  investment  was $13.3  million.  In addition,  Y&R
recorded a gain on the  contribution  of Y&R  TeamSpace  to eMotion in the first
quarter of 2000 totaling approximately $7.6 million.

During the first quarter of 2000,  Y&R invested an  additional  $20.0 million in
marketable  equity  securities  that are carried on the  balance  sheet at cost.
These cost  investments  include  Y&R's  investment  in Naviant  Inc., a leading
provider of precision marketing solutions to web advertisers, web publishers and
consumer marketers of approximately $15.0 million.

Under  certain  investment  agreements,  Y&R  is  eligible  to  share  with  the
respective  entities a portion of revenues,  if any,  generated  from the use or
referral by Y&R or its clients of the respective  entity's products or services.
In certain  instances,  Y&R may also be  required to make  payments  pursuant to
minimum revenue guarantees over a specified period.  While Y&R cannot reasonably
estimate the amount,  if any, that could be earned or become  payable under such
agreements,  such amounts are not expected to be material to Y&R's  consolidated
results of  operations,  financial  position or cash flow. To date no commission
fee revenue has been earned or recognized and no revenue  guarantee amounts have
become payable under such arrangements.



                                       6
<PAGE>



NOTE 5 - ACQUISITIONS

During  the  first  quarter  of 2000,  Y&R  acquired  100% of  Robinson  Lerer &
Montgomery, LLC ("RLM"), a leading public relations and strategy consulting firm
in a cash and stock  transaction,  and also made several other  acquisitions and
strategic investments in certain other entities.  All of these acquisitions were
accounted  for  under  the  purchase  method  of  accounting  and a  preliminary
allocation  of the costs to acquire  these  entities  has been made based on the
fair value of the net assets acquired.  Certain  acquisitions may require Y&R to
pay incremental  amounts as additional  consideration in future years,  based on
the  operating  results  achieved  by the  companies  that  were  acquired.  The
aggregate purchase price of acquisitions completed in the first quarter of 2000,
including any amounts paid under existing contingent consideration  obligations,
amounted to approximately $52.5 million.


NOTE 6 - LONG-TERM DEBT

Y&R's long-term debt is comprised of the following:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                                   MARCH 31, 2000             DECEMBER 31, 1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                        <C>
Unsecured revolving credit facilities                                $  55,573                  $  123,500
3% Convertible subordinated notes                                      287,500                           -
Capital lease obligations                                                1,776                       2,197
Other borrowings                                                         3,335                       3,821
--------------------------------------------------------------------------------------------------------------------
                                                                       348,184                     129,518
Less - Current portion                                                     326                       1,950
--------------------------------------------------------------------------------------------------------------------
                                                                     $ 347,858                  $  127,568
====================================================================================================================
</TABLE>

Interest  expense  was $5.6  million for the first  quarter of 2000  compared to
interest expense of $3.7 million for the first quarter of 1999.

On  January  20,  2000,  we  completed  the  placement  of $287.5  million of 3%
Convertible  Subordinated  Notes due  January  15,  2005.  At the  option of the
holder,  the  notes  are  convertible  into  shares  of our  common  stock  at a
conversion price of $73.36 per share,  subject to adjustment,  beginning 90 days
following  the issuance of the notes.  The notes may be redeemed at Y&R's option
on or after January 20, 2003. Additionally, under certain circumstances, holders
of the notes may have the right to require Y&R to repurchase the notes. Interest
on the notes is payable on  January  15 and July 15 of each year,  beginning  on
July 15, 2000. The notes are unsecured  obligations of Y&R and are  subordinated
in right of payment to all senior  indebtedness  and liabilities of subsidiaries
of Y&R.  Y&R used the net  proceeds of the  offering to repay  outstanding  debt
under our existing bank credit facilities and to fund operations,  acquisitions,
investment activity and share repurchases.


NOTE 7 - CASH DIVIDEND

On March 15, 2000,  Y&R paid quarterly cash dividends of $0.025 per common share
to all stockholders of record as of March 1, 2000.


                                       7
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  following  discussion  should  be  read in  conjunction  with  our  audited
consolidated  financial  statements and notes thereto, and the information under
the caption  "Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations"  contained in our Annual Report on Form 10-K for the year
ended December 31, 1999 as filed with the Securities and Exchange Commission.


RESULTS OF OPERATIONS

FIRST QUARTER 2000 COMPARED TO FIRST QUARTER 1999

     Revenues  for the first  quarter of 2000  increased  by $64.4  million,  or
16.8%,  to  $448.3  million  compared  to the  first  quarter  of 1999.  Organic
worldwide  revenue  growth,  excluding  the effect of  acquisitions  and foreign
currency  fluctuations,  was 11.2%,  due to the growth of  existing  businesses,
including net new business gains and net higher spending from existing  clients.
Acquisitions  contributed  9.2% of revenue  growth,  or $39.9 million.  Domestic
revenues increased by 14.6%, or 6.4% excluding  acquisitions,  to $239.1 million
for  the  first  quarter  of  2000  compared  to  the  first  quarter  of  1999.
International  revenues  increased  by 19.3% to $209.2  million.  Excluding  the
effect of foreign currency fluctuations and acquisitions, international revenues
increased by 17.0% for the first  quarter of 2000  compared to the first quarter
of 1999.  International  organic  revenue  growth  was broad  based  across  all
regions.  Europe,  our largest  international  region,  achieved  11.0%  organic
growth.

     Compensation  expense  increased by $37.4 million to $272.4 million for the
first quarter of 2000 compared to the first quarter of 1999,  but decreased as a
percentage of revenues to 60.8% from 61.2%.  The improvement in the compensation
expense margin was driven by continued lower cost of non-salary  related benefit
expenses, as well as productivity gains.

     General and  administrative  expenses  increased by $17.3 million to $131.6
million for the first quarter of 2000 compared to the first quarter of 1999, but
decreased  as  a  percentage  of  revenues  to  29.4%  from  29.8%.  The  margin
improvement is primarily the result of savings in domestic  facilities costs and
other ongoing cost containment  initiatives,  which more than offset incremental
amortization of goodwill and other  intangible  assets  attributable to acquired
assets.

     Operating  profit  was $44.3  million  for the first  quarter  of 2000,  as
compared  to $34.6  million for the first  quarter of 1999.  This  increase  was
primarily  due to net  new  business  gains  combined  with  improved  operating
margins. The operating profit margin in the first quarter of 2000 was 9.9%, a 90
basis point  improvement  over the operating  profit margin of 9.0% in the first
quarter of 1999.

     Net  interest  expense  increased  by $1.5  million to $3.1 million for the
first quarter of 2000  compared to the first  quarter of 1999.  The increase was
principally  due to higher  average  borrowing  levels to support  acquisitions,
investment  activity and share  repurchases,  partially  offset by lower average
borrowing  rates as  compared  to 1999,  which is  primarily  a result of the 3%
Convertible  Subordinated  Notes  refinancing  that was completed on January 20,
2000.

     Other income of $10.8 million principally  consists of the gain on the sale
in January 2000 of certain  assets and rights known as Y&R  TeamSpace to eMotion
Inc., a firm that provides digital media management solutions;  and gains on the
sale of certain marketable securities and additional  consideration  received in
the first quarter of 2000 as a result of achieving  revenue and operating profit
performance  targets  of the  Brand  Dialogue  assets  contributed  to  Luminant
Worldwide Corporation in 1999.



                                       8
<PAGE>

     The income tax  provision  was $20.8  million for the first quarter of 2000
compared to $13.5 million for the first quarter of 1999.  The effective tax rate
for the first  quarter of 2000 was 40.0%  compared to 41.0% in the first quarter
of 1999.  The decrease in the effective tax rate resulted from foreign  earnings
being taxed at an effective rate lower than the U.S.  statutory rate,  partially
offset by an increase in domestic nondeductible goodwill.

     Equity in net income of unconsolidated affiliates increased to $0.7 million
in the  first  quarter  of 2000,  reflecting  operating  improvements  in equity
affiliates,  principally  Dentsu,  Young  &  Rubicam  ("DY&R")  Japan.  Minority
interest in net income of  consolidated  companies was $0.3 million in the first
quarter of 2000  compared to minority  interest in net losses of $0.3 million in
the first quarter of 1999,  reflecting the  consolidation of the results of DY&R
companies  throughout  principal  markets in Asia,  with the exception of Japan,
effective August 2, 1999.

     Net income was $31.6  million,  or $0.38 per diluted  share,  for the first
quarter of 2000.  This  compares to net income for the first  quarter of 1999 of
$19.7  million.  Excluding  other  income of $10.8  million in 2000,  net income
increased by $5.4 million,  or 27.5% in the first quarter of 2000 as compared to
1999. This increase was principally due to revenue growth, acquisition activity,
improved operating margins and a reduced effective tax rate.


LIQUIDITY AND CAPITAL RESOURCES

     We   generally   finance  our  working   capital,   capital   expenditures,
acquisitions  and share  repurchases  from cash  generated  from  operations and
third-party borrowings.

     Cash and cash  equivalents  were $126.2 million and $144.5 million at March
31, 2000 and December 31, 1999, respectively.  Cash used in operating activities
in the first quarter of 2000 was $84.5 million compared to $124.5 million in the
first  quarter  of 1999,  reflecting  revenue  and net income  growth,  improved
operating  margins and improved  working  investment.  Quarterly  operating cash
flows  are  significantly  impacted  by  seasonal  media  spending  patterns  of
advertisers,  including the timing of payments made to media and other suppliers
on behalf of clients as well as the timing of cash  collections  from clients to
fund these expenditures.  Our practice,  where possible,  is to bill and collect
from our clients in sufficient time to pay the amounts due the media.

     Free  cash  flow,  which is  defined  as net  cash  provided  by (used  in)
operating activities less capital expenditures,  was a net use of $100.0 million
in the first  quarter of 2000,  a 28.2%  improvement  from the first  quarter of
1999.

     Cash used in investing  activities  in the first  quarter of 2000 was $74.2
million and included $15.5 million in capital expenditures and $62.9 million for
investments  and  acquisitions,  net of cash  acquired.  In the first quarter of
1999,  cash  used  in  investing  activities  was  $25.0  million,   principally
consisting  of $14.8  million in capital  expenditures.  The majority of capital
expenditures  in 2000 and 1999 were for leasehold  improvements  and information
technology-related purchases.  Acquisitions and investments in 2000 included the
purchase of Robinson Lerer & Montgomery,  LLC, the cash contribution  to eMotion
Inc., and an investment in Naviant Inc.

     Cash  provided by  financing  activities  in the first  quarter of 2000 was
$143.0 million and included net borrowings of $232.6  million.  During the first
quarter of 2000, we  repurchased  1.8 million  shares of our common stock on the
open market and in other  transactions  at an average  price of $49.12 per share
for an  aggregate  cost of $87.2  million.  This brings the total to 7.2 million
shares repurchased under our 12.0 million share authorized  repurchase  program.
In the first quarter of 1999,  cash provided by financing  activities  was $90.4
million and included net borrowings of $131.8 million.

     On January 20, 2000,  we completed  the  placement of $287.5  million of 3%
Convertible  Subordinated  Notes due  January  15,  2005.  At the  option of the
holder,  the  notes  are  convertible  into  shares  of our  common  stock  at a
conversion price of $73.36 per share,  subject to adjustment,  beginning 90 days
following  the issuance of the notes.  The notes may be redeemed at Y&R's option


                                       9
<PAGE>

on or after January 20, 2003. Additionally, under certain circumstances, holders
of the notes may have the right to require Y&R to repurchase the notes. Interest
on the notes is payable on  January  15 and July 15 of each year,  beginning  on
July 15, 2000. The notes are unsecured  obligations of Y&R and are  subordinated
in right of payment to all senior  indebtedness  and liabilities of subsidiaries
of Y&R.  Y&R used the net  proceeds of the  offering to repay  outstanding  debt
under our existing bank credit facilities and to fund operations,  acquisitions,
investment activity and share repurchases.

     On March 15, 2000, we paid a quarterly cash dividend of $0.025 per share of
common stock to all  shareholders  of record as of March 1, 2000. The payment of
additional  dividends  in the future will be at the  discretion  of our Board of
Directors and will depend upon, among other factors,  our results of operations,
financial  condition,  capital  requirements  and  restrictions  in  our  credit
facilities.

     We may,  from time to time,  pursue  acquisition  opportunities  that would
expand or enhance  existing  capabilities or strengthen the geographic  scope of
our operations.

     At March 31,  2000,  our net deferred  tax assets were $164.0  million,  an
increase of $78.8 million from  December 31, 1999,  primarily  resulting  from a
decrease in deferred  tax  liabilities  related to  unrealized  appreciation  in
equity securities.

     We believe that cash provided by operations and funds  available  under our
credit  facilities will be sufficient to meet our anticipated cash  requirements
as presently contemplated.


IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133,  "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS No.
133"),   which  provides  a  comprehensive  and  consistent   standard  for  the
recognition and measurement of derivatives and hedging activities. In June 1999,
the Financial  Accounting  Standards Board issued Statement No. 137, "Accounting
for Derivative  Instruments  and Hedging  Activities - Deferral of the Effective
Date of FASB  Statement No. 133",  which delays  implementation  of SFAS No. 133
until fiscal years  beginning after June 15, 2000. We do not anticipate that the
adoption  of SFAS No.  133  will  have a  significant  effect  on our  financial
condition.


                                       10
<PAGE>

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


   Y&R's  market  risks  primarily  consist of the impact of changes in currency
exchange rates on assets and  liabilities of non-U.S.  operations and the impact
of  changes  in  interest  rates on debt.  Our 1999  Form 10-K  provides  a more
detailed  discussion of the market risks affecting our  operations.  As of March
31, 2000, no material  change had occurred in Y&R's market risks, as compared to
the disclosure in its Form 10-K for the year ending December 31, 1999, except as
noted below.

   Y&R  accounts  for  its   investments  in  equity   securities  with  readily
determinable  fair values under SFAS No. 115. The value of the equity securities
may fluctuate based on the volatility of the respective entity's stock price and
other  general  market  conditions.  The value of these  equity  securities  has
declined  since  December 31, 1999.  At March 31,  2000,  all equity  securities
covered  by SFAS No. 115 were  designated  as  available-for-sale.  Accordingly,
these securities are stated at fair value, with unrealized holding gains, net of
taxes,  reported in a separate  component of shareholders'  equity.  Such equity
securities  at March 31, 2000,  had an aggregate  cost basis of $122.1  million.
These  securities  are  carried at their fair  value of $144.1  million  and are
included in investments in equity  securities on the balance sheet.  Differences
between cost and fair value of $22.0  million are carried net of $8.6 million of
related  income tax as a separate  component of  stockholders'  equity under the
balance sheet caption "Net unrealized appreciation in equity securities."


                                       11
<PAGE>

PART II: OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits: See Exhibit Index

     (b)  Reports on Form 8-K: On January 7, 2000, the Company filed a report on
          Form 8-K (Item 5),  describing  its  intention to raise  approximately
          $250 million through the sale of Convertible Subordinated Notes.


                                       12
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                            Young & Rubicam Inc.
                                                            --------------------
                                                            (Registrant)

Date:  May 11, 2000

                              /s/ Jacques Tortoroli
                  --------------------------------------------
                             Name: Jacques Tortoroli
                     Title: Senior Vice President of Finance
                          Principal Accounting Officer




                                       13
<PAGE>

                                  EXHIBIT INDEX

NUMBER   DESCRIPTION

11       Computation of Earnings Per Share

27.1     Financial Data Schedule



                                       14
<PAGE>

                                                                      EXHIBIT 11

                  YOUNG & RUBICAM INC. AND SUBSIDIARY COMPANIES
                        COMPUTATION OF EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                               ------------------------------
  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)                                  2000           1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>           <C>
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding                                           72,790,225    66,324,420
                                                                                    ===========   ===========

Net income                                                                          $    31,592   $    19,701
                                                                                    ===========   ===========

Earnings per common share                                                           $      0.43   $      0.30
                                                                                    ===========   ===========


DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding                                           72,790,225    66,324,420
Dilutive effects of stock options                                                    10,567,001    15,567,772
Dilutive effect of convertible subordinated notes                                     3,088,799             -
                                                                                    -----------   -----------

Weighted average common shares and common share equivalents outstanding              86,446,025    81,892,192
                                                                                    ===========   ===========


Net income                                                                          $    31,592   $    19,701

Add: After-tax interest expense on 3% Convertible Subordinated Notes                      1,016             -
                                                                                    -----------   -----------

Net income, as adjusted                                                             $    32,608   $    19,701
                                                                                    ===========   ===========

Earnings per common share and common share equivalents                              $      0.38   $      0.24
                                                                                    ===========   ===========
</TABLE>